Proxy Statement and Notice of Annual Meeting. of Stockholders Proxy Statement and Notice of Annual Meeting. of Stockholders

Transcription

1 2013 Proxy Statement and Notice of Annual Meeting of Stockholders 2013 Proxy Statement and Notice of Annual Meeting of Stockholders

2 We create the flow control technology that energizes the world.

3 To the Stockholders of Cameron International Corporation: You are cordially invited to attend the Annual Meeting of Stockholders of Cameron International Corporation to be held on Wednesday, May 8, 2013, at Cameron s corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, commencing at 10:00 a.m. At this year s Annual Meeting, you will be asked to vote on a number of items more fully addressed in our Notice of Annual Meeting of Stockholders, including the election of directors, our 2012 executive compensation, and amendments to and the restatement of the Company s Equity Incentive Plan. We know that most of our stockholders will not be attending the Annual Meeting in person. As a result, Cameron s Board of Directors is soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the meeting. If you do not plan to attend, please vote your shares by Internet, by telephone, or, if you received our proxy material by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our Proxy Statement. Thank you for your continued support of and interest in Cameron. Very truly yours, Jack B. Moore Chairman of the Board

4 CAMERON INTERNATIONAL CORPORATION Notice of Annual Meeting of Stockholders May 8, :00 a.m. Company Headquarters: 1333 West Loop South, Suite 1700, Houston, Texas ITEMS OF BUSINESS 1. To elect four director nominees to our Board of Directors. 2. To ratify the appointment of Ernst & Young LLP as the Company s independent registered public accountants for To conduct an advisory vote on the Company s 2012 executive compensation. 4. To approve amendments to, and the restatement of, our Equity Incentive Plan. 5. To transact any other business as may properly come before the meeting or any adjournment thereof. RECORD DATE March 15, 2013 ANNUAL REPORT Cameron s Annual Report to Stockholders for the year ended December 31, 2012, which is not a part of the proxy solicitation materials, is available on our website at If you received a printed copy of the proxy materials, a printed Annual Report was enclosed. NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS On or about March 28, 2013, we mailed to stockholders who have not elected to receive printed versions of our proxy materials a Notice informing them of the Internet availability of our 2013 proxy materials and providing instructions on how to access these materials and vote. PROXY VOTING Stockholders of record may vote in person at the meeting, but may also appoint proxies to vote their shares in one of three ways, by: Telephone Mail Internet Stockholders whose shares are held by a bank, broker or other holder of record may appoint proxies to vote their shares on their behalf as instructed by that bank, broker or other holder of record. Any proxy may be revoked at any time prior to its exercise at the meeting. By Order of the Board of Directors, Grace B. Holmes Vice President, Corporate Secretary and Chief Governance Offi cer March 27, 2013

5 Table of Contents PROXY SUMMARY INFORMATION 3 Business Highlights...3 Executive Compensation Highlights...3 Corporate Governance Highlights...4 Proposals for Stockholder Action...4 Recommendations of the Board of Directors Regarding the Proposals...5 Communicating with the Board of Directors...5 Governance Documents...5 Information about the Notice of Internet Availability of Proxy Materials...5 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 6 VOTING SECURITIES AND PRINCIPAL HOLDERS 9 Security Ownership of Certain Beneficial Owners...9 Security Ownership of Management...10 PROPOSAL 1 ELECTION OF DIRECTORS 11 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES 12 Director Selection Process...12 Director Selection Criteria...13 Qualifications of Director Nominees and Continuing Directors...13 Director Nominees...14 Composite Business Experience of Directors...24 CORPORATE GOVERNANCE 25 Overview...25 Corporate Governance Principles...25 Code of Ethics for Directors...25 Code of Conduct...25 Code of Ethics for Senior Financial Officers...25 Board s Role in Risk Oversight...26 Policy on Related Person Transactions...26 Related Person Transactions...27 Compensation Committee Interlocks and Insider Participation...27 Stock Ownership Guidelines...27 Hedging Policy...27 THE BOARD OF DIRECTORS AND ITS COMMITTEES 28 Board Responsibilities...28 Board Committees...28 Board Leadership Structure...29 Director Independence...29 Meetings and Meeting Attendance...30 Communicating with the Board...30 Internet Access to Principles, Codes and Policies...31 DIRECTOR COMPENSATION 31

6 PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR AUDIT-RELATED MATTERS 33 Report of the Audit Committee...33 Audit Committee Financial Experts...34 Principal Accounting Firm Fees...35 Pre-approval Policies and Procedures...35 PROPOSAL 3 PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY S 2012 EXECUTIVE COMPENSATION 36 EXECUTIVE COMPENSATION 37 Compensation Committee Report...37 Compensation Discussion and Analysis...37 Summary Compensation Table...50 Grants of Plan-Based Awards in Fiscal Year Outstanding Equity Awards at Fiscal Year-End...54 Option Exercises and Stock Vested...56 Pension Benefits Table...56 Nonqualified Deferred Compensation...57 Potential Payments upon Termination or Change in Control...58 PROPOSAL 4 PROPOSAL TO APPROVE AN AMENDED AND RESTATED EQUITY INCENTIVE PLAN 61 Significant Amendments...62 Description of the Plan...62 General Terms...62 Administration...62 Eligibility for Participation...62 Term of the Plan...62 Shares Authorized for Issuance...63 Types of Awards...63 Stock Options and SARs...63 Performance Awards...64 Restricted Stock...64 Stock Unit Awards...65 Dividends...65 Repricing and Repurchasing...65 Federal Income Tax Consequences...65 Amendments and Modifications...67 General...67 Equity Compensation Plan Information...67 OTHER BUSINESS 68 ADDITIONAL INFORMATION 68 Section 16(a) Beneficial Ownership Reporting Compliance...68 Stockholder Proposals and Nominations for the 2014 Annual Meeting...68 Solicitation of Proxies...69 Electronic Delivery of Proxy Statement and Annual Report...69 Householding of Annual Meeting Materials...70 Stockholder List...70 APPENDIX A CAMERON INTERNATIONAL CORPORATION EQUITY INCENTIVE PLAN 71

7 Proxy Summary Information This Summary is included to provide an introduction and overview of the information contained in this Proxy Statement. This is a summary only and does not contain all of the information we have included in our 2013 Proxy Statement. You should refer to the full Proxy Statement that follows for more information about the Company and the proposals you are being asked to consider. Business Highlights The graphs below provide a snapshot of the performance of the Company in 2012 versus the previous 5 years. In $ billions ORDERS In $ billions REVENUE In $ millions OPERATING CASH FLOW $988 $5.4 $7.5 $ $5.8 $7.8 $10.9 $4.7 $5.8 $ $6.1 $7.0 $8.5 $452 $6 613 $2 294 $2 209 $ NET INCOME TSR/Y-E STOCK PRICE In $ millions $488 $581 $4 476 $563 $5 522 $751 In $ $2.68 $2.67 $ $2.42 $2.11 $3.13 In $ $48.13 $41.80 $50.73 $ $56.46 $ Executive Compensation Highlights In 2012, our Compensation Committee made a number of decisions impacting 2013 executive compensation (see page 38 for more details): Reduced the target value of long-term equity awards to median competitive market levels. Increased the portion of 2013 Performance-Based Restricted Stock Units subject to a Total Shareholder Return ( TSR ) goal. Increased the size of our compensation peer group to 15 by adding six companies to those included in our 2012 compensation peer group. Divided executive officers into two compensation groups permitting differing treatment of vesting of long-term grants upon termination and upon a change in control, limiting the higher tier to our named executive officers ( NEOs ) and certain other executive officers. CAMERON INTERNATIONAL CORPORATION Proxy Statement 3

8 PROXY SUMMARY INFORMATION The following table shows a comparison of our TSR with that of our compensation peer group and the S&P 500 for the last five years, and with that of our CEO s total compensation from year-end 2008, the year during which he became our CEO. Indexed TSR 150 COMPARISON OF CEO COMPENSATION VS. TSR CEO Compensation In $ millions CEO Compensation - 4,874 8,183 9,370 7,348 9,652 CAM S&P Peer Group Peer Group Corporate Governance Highlights Our governance includes a number of policies and structures that are best practices in corporate governance, including: Independent Lead Director who participates in the process of preparing meeting agendas and schedules and presides over executive sessions of the Board of Directors; Declassified board with annual election of directors upon expiration of their current terms beginning in 2013; Executive sessions with only independent directors present at each meeting of the Board and Board Committees; An independent executive compensation consultant hired by and reporting to the Compensation Committee; Majority voting in connection with elections of directors; Minimum stock ownership guidelines applicable to directors and executive officers; Policy prohibiting pledging and hedging transactions involving Company stock by executive officers, directors and key employees; and No excise tax gross-ups for directors and executive officers. Proposals for Stockholder Action Below is a summary of the proposals on which you are being asked to vote. Please review the complete information regarding these proposals included in this Proxy Statement. Election of Directors (Proposal 1 Page 11 ) You will find important information about the qualifications and experience of each of the four director nominees that you are being asked to elect. The Nominating and Governance Committee, in its annual review of director nominees, has determined that our nominees have the skills, experience and qualifications necessary to effectively oversee the management of the Company, and that they have integrity, proven leadership and a commitment to the financial and strategic success of the Company. Appointment of Independent Registered Public Accountants (Proposal 2 Page 32 ) Ernst & Young LLP has served as the Company s independent registered public accountants since You are being asked to ratify the appointment by the Audit Committee of Ernst & Young as the Company s independent registered public accountants for CAMERON INTERNATIONAL CORPORATION Proxy Statement

9 PROXY SUMMARY INFORMATION Advisory Vote to Approve Executive Compensation (Proposal 3 Page 36 ) We are providing our stockholders the opportunity to cast a non-binding advisory vote on our executive compensation. We recommend that you review our Compensation Discussion and Analysis beginning on page 37, which explains the actions and decisions of the Compensation Committee of the Board during 2012 regarding our compensation programs. We are pleased that last year our stockholders approved the compensation of our named executive officers by a vote of 97%. Vote on an Amended and Restated Equity Incentive Plan (Proposal 4 Page 61 ) This amended and restated Equity Incentive Plan ( Plan ) authorizes shares of our Common Stock to be available for future grants. In addition, a number of technical amendments have been proposed to bring our Plan up to date; performance criteria permissible as performance targets for performancebased grants has been expanded; and the expiration date has been extended until May 8, Recommendations of the Board of Directors Regarding the Proposals Our Board unanimously recommends that you vote: 1. FOR each of the director nominees named in the Proxy Statement; 2. FOR the ratification of the appointment of Ernst & Young LLP as the Company s independent registered public accountants for 2013; 3. FOR the proposal to approve, on an advisory basis, the Company s 2012 executive compensation; and 4. FOR the proposal to approve the amended and restated Equity Incentive Plan. Communicating with the Board of Directors Any interested party can communicate with our Board of Directors, any individual director or groups of directors by sending a letter addressed to the Board of Directors as a Governance Documents Governance documents, such as the Corporate Governance Principles, the Board Committee Charters, the Code of Ethics for Directors, the Code of Ethics for Senior Financial Officers, and the Code of Conduct for Employees, can be found in the Governance and Compliance sections of whole, to the individual director or to a group of directors, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas our website: Please note that documents and information on our website are not incorporated herein by reference. These documents are also available at no cost in print by writing to the Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas Information about the Notice of Internet Availability of Proxy Materials Pursuant to Securities and Exchange Commission ( SEC ) rules and regulations, we have provided a Notice regarding Internet access to our proxy materials, including our 2012 Annual Report, to you because you have not elected to receive our proxy materials by mail. The Notice contains instructions on how you can access our proxy materials over the Internet as well as on how to request a printed copy. If you received such a Notice, you will not receive a printed copy of our proxy materials unless you request one. If you wish to receive our proxy materials by mail in the future, you can so choose by following the instructions in the Notice Regarding the Availability of Proxy Materials. Your election to receive proxy materials by will remain in effect until you terminate it. Stockholders who hold their shares in street-name, (i.e. not in the name of a bank, broker, or other holder of record), will receive a Notice Regarding the Availability of Proxy Materials directly from their bank, broker, or other holder of record. Important Notice Regarding the Availability of Proxy Materials for the 2013 Annual Meeting of Stockholders to Be Held on May 8, 2013 Our 2013 Proxy Statement and 2012 Annual Report are available free of charge on our website at: CAMERON INTERNATIONAL CORPORATION Proxy Statement 5

10 CAMERON INTERNATIONAL CORPORATION PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, 2013 This Proxy Statement, and the accompanying proxy/voting instruction card ( proxy card ), are being made available to stockholders of record of Cameron International Corporation ( the Company ) by the Company s Board of Directors ( Board ) in connection with its solicitation of proxies to be used at the Company s 2013 Annual Meeting of Stockholders scheduled to be held on May 8, 2013, or any postponements and adjournments thereof ( Annual Meeting or Meeting ). This Proxy Statement and any accompanying proxy card were first made available to stockholders beginning March 28, QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Why am I receiving these materials? A Notice of Annual Meeting of Stockholders or Notice Regarding the Availability of Proxy Materials has been provided to you because you are a Cameron stockholder and because the Board is soliciting your proxy to vote your shares at the Company s upcoming Annual Meeting. What is the purpose of the Annual Meeting? At the Meeting, our stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders on the cover page of this Proxy Statement. Where can I find more information about proxy voting? The SEC has created an educational website where you can learn more about proxy voting: shtml. Who is entitled to vote at the Meeting? Owners of shares of the common stock of the Company ( Common Stock ) at the close of business on March 15, 2013, (the Record Date ), are entitled to vote at and participate in the Annual Meeting. Participants in the Company s retirement savings plans, the Company-sponsored Individual Account Retirement Plan, the Nonqualified Deferred Compensation Plan, and the Deferred Compensation Plan for Non-employee Directors (collectively, Retirement or Deferred Compensation Plans or Plans ) may give voting instructions with respect to the Common Stock credited to their accounts in the Plans to the Plans trustees who have the actual voting power over the Common Stock in the Plans. What are the voting rights of holders of Common Stock? Each outstanding share of Common Stock will be entitled to one vote on each matter to come before the Meeting. 6 CAMERON INTERNATIONAL CORPORATION Proxy Statement

11 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING What happens if additional matters are presented at the Meeting? If another proposal is properly presented for consideration at the Meeting, the persons named in the proxy card will vote as recommended by the Board or, if no recommendation is given, these persons will exercise their discretion in voting on the proposal. How can shares be voted? Shares of Common Stock can be voted in person at the Meeting or they can be voted by proxy or voting instructions can be given, in one of three ways, by: Telephone Mail Internet The instructions for each are on the proxy card, in the Notice Regarding the Availability of Proxy Materials, or on the voting form enclosed with the proxy from the trustee, bank or brokerage firm. How will votes be counted? For shares held in your own name, votes will be counted as directed, except when no choice for any particular matter is made. In that case, and only for the matter for which no choice is indicated, the shares will be voted as recommended by the Board unless the shares are held in one of the Retirement or Deferred Compensation Plans. If held in one of these Plans, they will be voted in the same proportion as the other shares in the Retirement or Deferred Compensation Plans have been voted. For shares held indirectly through a bank, broker or other holder of record, unless you give your broker, bank or other holder of record specific instructions, your shares will not be voted on any of the proposals other than Proposal 2. Under the New York Stock Exchange ( NYSE ) rules that govern voting by brokers of shares held in street name, brokers have the discretion to vote these shares only on routine matters, but not on non-routine matters, as defined by those rules. The only matter that will be voted on that is considered routine under these rules is Proposal 2, the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accountants for fiscal year What vote is required for approval? With regard to Proposal 1 (election of directors), the affirmative vote of the majority of the votes cast at the meeting is required by our Bylaws for the election of a director. The affirmative vote of the majority of shares of common stock of the Company represented at the meeting and entitled to vote thereat is required for approval of Proposal 2 (ratification of independent registered public accountants) and Proposal 3 (advisory vote on the Company s 2012 executive compensation). The votes on Proposals 2 and 3, however, are advisory in nature and will not be binding on the Company or the Board. The affirmative vote of the majority of the shares of common stock of the Company represented at the meeting and entitled to vote thereat is required for approval of Proposal 4 (amendments to, and restatement of, the Equity Incentive Plan); provided, that the total votes cast on Proposal 4 (including abstentions) represent a majority of the shares of our Common Stock entitled to vote on such proposal. What is a broker non-vote and what is the effect of a broker non-vote? A broker non-vote occurs when a stockholder who holds shares indirectly does not give instructions to the holder of record on how the stockholder wants his or her shares voted, but the holder of record exercises its discretionary authority under the rules of the NYSE to vote on one or more, but not all, of the proposals. In such a case, a broker non-vote occurs with respect to the proposals not voted on. Shares represented by broker non-votes will, however, be counted in determining whether a quorum is present. CAMERON INTERNATIONAL CORPORATION Proxy Statement 7

12 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING In the absence of instructions from the stockholder, the holder of record may only exercise its discretionary authority and vote the shares it holds as a holder of record on Proposal 2 (the ratification of the appointment of the independent registered public accountants), and does not have the discretionary authority to vote them on any of the other Proposals. Therefore, if you are a street-name stockholder who holds shares indirectly, your shares will not be voted on any Proposal for which you do not give your broker, bank or other holder of record instructions on how to vote on any Proposal other than Proposal 2. Broker non-votes will not affect the voting, except that they could prevent the votes cast with respect to Proposal 4 from representing a majority of the outstanding shares entitled to vote on the proposal. What is an abstention and what is the effect of an abstention? If you do not desire to vote on any proposal or have your shares voted as provided for in the preceding answer, you may abstain from voting by marking the appropriate space on the proxy card or by following the telephone or Internet instructions. Shares voted as abstaining will be counted as present for the purpose of establishing a quorum and for the purpose of determining the number of votes needed for approval of the Proposals before the Meeting. Abstentions will have the effect of a negative vote for Proposals 2, 3 and 4. What constitutes a quorum? The presence at the Meeting of the holders of a majority of the shares of the Common Stock outstanding on the Record Date, in person or by proxy, will constitute a quorum, permitting business to be conducted at the Meeting. As of the Record Date, 247,928,538 shares of Common Stock, representing the same number of votes, were outstanding. Therefore, the presence of the holders of Common Stock representing at least 123,964,270 votes will be required to establish a quorum. What shares will be considered present at the Meeting? The shares voted at the Meeting, shares properly voted by Internet or telephone, and shares for which properly signed proxy cards have been returned will be counted as present for purposes of establishing a quorum. Proxies containing instructions to abstain on one or more matters, those voted on one or more matters and those containing broker non-votes will be included in the calculation of the number of votes considered to be present at the Meeting. How can a proxy be revoked? You can revoke a proxy at any time prior to a vote at the Meeting by: notifying the Secretary of the Company in writing; signing and returning a proxy with a later date; or subsequent vote by Internet or telephone. Shares held indirectly in the name of a bank, broker or other institution may be revoked pursuant to the instructions provided by such institution. Who will count the votes? The Company has hired a third party, Computershare Trust Company, N.A., to determine whether or not a quorum is present at the Meeting and to tabulate votes cast. Where can I find the results of the voting? The voting results will be announced at the Meeting and filed on a Form 8-K with the Securities and Exchange Commission within four business days of the Meeting. 8 CAMERON INTERNATIONAL CORPORATION Proxy Statement

13 VOTING SECURITIES AND PRINCIPAL HOLDERS Security Ownership of Certain Beneficial Owners The following table lists the stockholders known by the Company to have been the beneficial owners of more than 5% of the Common Stock outstanding as of December 31, 2012, and entitled to be voted at the Meeting: Shares of Common Stock Percent of Common Stock Name and Address of Beneficial Owner FMR LLC (1) 82 Devonshire Street Boston, Massachusetts ,822, % BlackRock, Inc. (2) 40 East 52 nd Street New York, New York ,039, % (1) Pursuant to the instructions in Item 7 of Schedule 13G filed with the Securities and Exchange Commission (the SEC ) on February 14, 2013 by FMR LLC as of December 31, 2012, Fidelity Management and Research Company ( Fidelity ), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 (the 40 Act ), is the beneficial owner of 15,747,124 shares or 6.383% of the Common Stock outstanding of the Company as a result of acting as investment adviser to various investment companies registered under Section 8 of the 40 Act. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 15,747,124 shares owned by the f unds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC. All s eries B shareholders have entered into a shareholders voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders voting agreement, members of the Johnson family may be deemed, under the 40 Act, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity f unds, which power resides with the Funds Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the Act ) is the beneficial owner of 77,073 shares or 0.031% of the Common Stock outstanding of the Company as a result of its serving as investment management of the institutional account(s). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity Management Trust Company, each has sole dispositive power over 77,073 shares and sole power to vote or to direct the voting of 77,073 shares of Common S tock owned by the institutional account(s) as reported above. Strategic Advisors, Inc., 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the 40 Act, provides investment advisory services to individuals. As such, FMR LLC s beneficial ownership includes 11,282 shares, or 0.005%, of the Common Stock outstanding beneficially owned through Strategic Advisers, Inc. Pyramis Global Adviso rs, LLC ( PGALLC ), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the 40 Act, is the beneficial owner of 285,090 shares, or 0.116%, of the outstanding Common S tock of the Company as a result of its serving as investment adviser to institutional accounts, non-u.s. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 285,090 shares and sole power to vote or to direct the voting of 145,680 shares of Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above. Pyramis Global Advisors Trust Company ( PGATC ), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 1,428,351 shares, or 0.579%, of the outstanding Common Stock of the Company as a result of its serving as investment manager of institutional accounts owning such shares. Edward C. Johnson 3d and FMR LLC, through its control of PGATC each has sole dispositive power over 1,428,351 shares and sole power to vote or to direct the voting of 885,851 shares of Common S tock owned by the institutional accounts managed by PGATC as reported above. FIL Limited ( FIL ), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-u.s. investment companies and certain institutional investors. FIL, which is a qualified institution under section d-1(b)(1)(ii), is the beneficial owner of 1,273,612 shares, or 0.516%, of the Common Stock outstanding. Partnerships controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for their benefit, own shares of FIL voting stock. While the percentage of total voting power represented by these shares may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 50% of the total votes which may be cast by all holders of FIL voting stock. FMR LLC and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. CAMERON INTERNATIONAL CORPORATION Proxy Statement 9

14 VOTING SECURITIES AND PRINCIPAL HOLDERS FMR LLC and FIL are of the view that they are not acting as a group for purposes of Section 13(d) under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of securities beneficially owned by the other corporation within the meaning of Rule 13d-3 promulgated under the Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, FMR LLC is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR LLC and FIL on a joint basis. (2) According to a Schedule 13G filed with the SEC by BlackRock Inc. ( BlackRock ) on February 6, 2013, BlackRock had sole voting power and sole dispositive power over 15,039,754 shares of Common Stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock of Cameron, but no one person s interest is more than five percent of the total outstanding Common Stock. Security Ownership of Management The following table sets forth, as of December 31, 2012, unless otherwise noted, the number of shares of Common Stock beneficially owned (as defined by the SEC) by each current director and each executive officer named in the Summary Compensation Table included herein who is not also a director, and by all directors and executive officers as a group. Number of Shares of Common Stock Owned Number of Shares That May Be Acquired By Options Exercisable Within 60 Days (1) Directors Percent of Class C. Baker Cunningham 79,026 0 * Sheldon R. Erikson 1,037,376 0 * Peter J. Fluor 67,982 0 * Douglas L. Foshee 29,446 0 * James T. Hackett 3,874 0 * Rodolfo Landim 7,903 0 * Jack B. Moore (2) 313, ,490 * Michael E. Patrick 54,340 0 * Jon Erik Reinhardsen 24,142 0 * David Ross 38,342 0 * Bruce W. Wilkinson 32,682 0 * Executive Officers Named in the Summary Compensation Table Other Than Those Listed Above: Charles M. Sledge (2) 111, ,514 * John D. Carne (2) 86, ,673 * William C. Lemmer (2) 96, ,188 * James E. Wright 58, ,767 * All directors and executive officers as a group (22 persons, including those named above) 2,953,529 3,806, * Indicates ownership of less than one percent of Common Stock outstanding. (1) As defined by the SEC, securities beneficially owned include securities that the above persons have the right to acquire at any time within 60 days after December 31, (2) Includes shares held in the Company s Retirement Savings Plan as of December 31, CAMERON INTERNATIONAL CORPORATION Proxy Statement

15 PROPOSAL 1 ELECTION OF DIRECTORS The Company s Certificate of Incorporation (the Certificate ) provides for the annual election of directors. However, prior to 2012, the Certificate provided for a Board divided into three classes with members serving staggered three year terms. In May 2012, the stockholders of the Company approved an amendment to the Certificate declassifying the Board and providing for the annual election of all directors. Directors elected beginning in 2013 will be elected to one-year terms. Directors elected in May 2012 and earlier will fulfill their three-year terms pursuant to the terms of their reelection under the previous classified board structure. The Certificate also provides for a Board of between five and fifteen members. The current number of authorized directors is eleven. The directors nominated for election for a one-year term at this Annual Meeting are: James T. Hackett, Michael E. Patrick, Jon Erik Reinhardsen, and Bruce W. Wilkinson. The Company s Bylaws provide that directors are elected by a majority of the votes cast in the election, except in the case where there are more director nominees than open board seats. Should an incumbent director nominee be required, but fail, to receive a majority of the votes cast in the election, under the terms of our director resignation policy that director must submit his or her resignation to our Nominating and Governance Committee within five days of the election. The Committee will have 45 days from the election to accept or reject the resignation. In making its decision, the Committee may consider all factors it deems relevant, including the stated reason(s) why the stockholders voted against the director s election or re-election, whether the underlying reason for the failure to receive a majority vote is a Company matter that could be cured, the qualifications of the director, and whether the resignation would be in the best interests of the Company and its stockholders. The full Board will then have an additional 30 days to consider the Committee s recommendation. The Board s decision and its reasons therefore will be disclosed on a Current Report on Form 8-K filed with the SEC within four business days of its decision. The Board recommends that stockholders vote FOR the election of each of the nominees. CAMERON INTERNATIONAL CORPORATION Proxy Statement 11

16 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES Director Selection Process The Nominating and Governance Committee is responsible for developing the Company s slate of candidates for director nominees for election by stockholders, which the Committee then recommends to the Board for its consideration. The Committee customarily engages the services of a third-party search firm to assist in the identification or evaluation of director candidates. The Committee determines the required selection criteria and qualifications for director nominees based upon the needs of the Company at the time nominees are considered. The Committee determines these needs in relation to the composition of the Board evaluated as a whole. The Committee s primary objective is to assemble a group that can effectively work together using its diversity of experience and perspectives to see that the Company is well managed and represents the interests of the Company and its stockholders. The qualifications the Committee uses to judge and select director candidates, including diversity, are discussed in Director Selection Criteria, below. The Committee will consider the same criteria for nominees whether identified by the Committee, by stockholders or by some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. Stockholders wishing to identify a candidate for director may do so by sending the following information to the Nominating and Governance Committee, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027: (1) the name of the candidate and a brief biographical sketch and resumé; (2) contact information for the candidate and a document evidencing the candidate s willingness to serve as a director, if elected; and (3) a signed statement as to the submitting stockholder s current status as a stockholder and the number of shares currently held. The Nominating and Governance Committee assesses each candidate based upon the candidate s resumé and biographical information, willingness to serve, and other background information. This information is evaluated against the criteria set forth below and the specific needs of the Company at the time. Based upon this preliminary assessment, candidates may be invited to participate in a series of interviews. Following this process, the Nominating and Governance Committee determines which candidates to recommend to the Board for nomination for election by our stockholders at the next annual meeting. The Nominating and Governance Committee uses the same process for evaluating all candidates, regardless of how the candidates are brought to the attention of the Committee. No candidates for director were submitted to the Nominating and Governance Committee by any stockholder in connection with the 2013 Annual Meeting. Any stockholder desiring to present a director candidate for consideration by the Committee for our 2014 Annual Meeting must do so prior to September 1, 2013, in order to provide adequate time to duly consider the candidate and comply with our Bylaws. 12 CAMERON INTERNATIONAL CORPORATION Proxy Statement

17 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES Director Selection Criteria A candidate, at a minimum, must possess the ability to apply good business judgment and must be in a position to properly exercise his or her duties of loyalty and care. Candidates should be persons of high integrity who have exhibited proven leadership capabilities, experience with high levels of responsibilities within their chosen fields, and have the ability to quickly grasp complex principles of business, finance, and the complexities of a global industry subject to a myriad of laws and regulations. Candidates should have large public company experience and preferably experience in the energy or oilfield service industry, including operational experience, and hold or have held an established executive level position in business, finance or education. In general, qualified candidates who are currently serving as executive officers of unrelated entities would be preferred. The Nominating and Governance Committee will consider these same criteria for nominees whether identified by the Committee, by stockholders or by some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. Cameron is a diverse, global enterprise that generates approximately half of its revenues from locations outside the U.S. We do business in 300 locations, in more than 50 countries, with a workforce more than half of which is outside the U.S., spread over six continents. We translate our Compliance materials into ten different languages. We believe diversity includes gender and race, but we also believe it includes geographical and cultural diversity. As a company that has expanded significantly outside the U.S., it is important to, and in the best interest of, the Company to think in global terms and define diversity accordingly. While we believe that the primary criteria should be whether candidates have the qualifications, experience, skills and talents required to oversee the operations of a corporation as large and as complex as Cameron, we also believe that diversity is an important ingredient in a successful board mix. The Charter of our Nominating and Governance Committee provides that when evaluating director candidates, consideration will be given to those otherwise qualified individuals who offer diversity of geographical and/or cultural background, race/ethnicity, and/or gender, and that any search firm retained to assist the Committee in identifying director candidates be instructed to seek out and include diverse candidates for consideration. In 2009, the Board elected Jon Erik Reinhardsen, president and CEO of Petroleum Geo-Services ASA, as a director. Mr. Reinhardsen, a Norwegian who resides in Oslo, Norway, has extensive experience in the global oilfield service industry, particularly in his home country, an important oil and gas producing region. In 2011, the Board elected Rodolfo Landim, controlling partner and managing director of Mare Investimentos S.A., as a director. He provides extensive experience in the oil and gas industry, particularly within the oilfield service sector. Mr. Landim is a Brazilian residing in Rio de Janeiro and has held leadership and executive positions in several Brazilian entities, including Petroleo Brasileiro S.A., a wholly-owned subsidiary of Petrobras, for over 30 years. Qualifications of Director Nominees and Continuing Directors The Nominating and Governance Committee and the Board have determined that each of our current directors meets the criteria that have been established. On pages are the names of the nominees for director and the continuing directors, in order of when their terms expire, including a description of each director s experience, qualifications and skills. CAMERON INTERNATIONAL CORPORATION Proxy Statement 13

18 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES Director Nominees Term Ending 2014 The Nominating and Governance Committee has recommended, and the Board has nominated, the following for reelection as directors for a one-year term expiring at the Annual Meeting of Stockholders in 2014, or when their successors are elected and qualified. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy, or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. The names of the nominees for director, their principal occupations during the past five years, other directorships held within the past five years, and certain other information are set out below. James T. Hackett Executive Chairman of the Board, Anadarko Petroleum Corporation Director Since: 2012 Skills and Qualifi cations: Executive Leadership and Financial Oversight Energy/Oil Field Services Experience International Operations Former CEO Advanced Degree Corporate Governance Other Director Experience Current Directorships: Anadarko Petroleum Fluor Corporation Bunge Ltd. Former Directorships Held During the Past 5 Years: Halliburton Corp. Committee Assignment: Audit James T. Hackett, age 59, is Executive Chairman of the Board of Anadarko Petroleum Corporation, one of the world s largest independent oil and natural gas exploration and production companies. Mr. Hackett was named Executive Chairman of Anadarko in May 2012 for a term of one year after serving as Chief Executive Officer since 2003 and Chairman of the Board since January He also served as Anadarko s President from December 2003 to February He brings to the Board and to Cameron considerable experience as a Chief Executive Officer in the oil and gas industry as well as large company leadership and financial expertise. His energy experience includes positions in engineering, finance and marketing with NGC Corp., Burlington Resources and Amoco Oil Co. Before joining Anadarko, Mr. Hackett served as President and Chief Operating Officer of Devon Energy Corporation following its merger with Ocean Energy where he served as Chairman, President and Chief Executive Officer, itself a product of a merger in 1999 with Seagull Energy Corporation where he was Chairman, Chief Executive Officer and President. He joined Seagull from Duke Energy where he led its Energy Services Division as President. Prior to that, he was Executive Vice President of Pan Energy when the company merged with Duke Power to create Duke Energy. Mr. Hackett is a director of Fluor Corporation and Bunge Ltd., both Fortune 500 companies. He is a former director of Halliburton Corp. and the former Chairman of the Board of the Federal Reserve Bank of Dallas. He is Chairman of the National Petroleum Council; past Chairman of American s Natural Gas Alliance (ANGA) and is on the board of several industry associations including the American Petroleum Institute. He is a member of the Society of Petroleum Engineers and serves as Vice Chairman of the Baylor College of Medicine and on the boards of the Welch Foundation for Chemistry, the Business Roundtable and the Trilateral Commission. He is also a board member and former Adjunct Professor at Rice University. He has a Bachelor of Science degree from the University of Illinois and a Master of Business Administration from Harvard University and has been a director of Cameron since CAMERON INTERNATIONAL CORPORATION Proxy Statement

19 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES Michael E. Patrick Former Vice President and Chief Investment Officer of Meadows Foundation, Inc. Director Since: 1996 Skills and Qualifi cations: Financial Oversight Energy/Oil Field Services Experience Advanced Degree Other Director Experience Current Directorships: Apptricity Corporation Former Directorships Held During the Past 5 Years: BJ Services Company Committee Assignments: Audit, Chairman Compensation Michael E. Patrick, age 69, brings to the Board and Cameron a depth of knowledge of the financial markets and matters of finance in general, as well as 20 years experience as a director of oil and gas service companies. Until his retirement in 2010, he served as the Vice President and Chief Investment Officer of Meadows Foundation, Inc., a philanthropic association. He is a director of Apptricity Corporation which provides enterprise applications and services used to automate financial management, advanced logistics, supply chain, and workforce management. He was a director of BJ Services Company, an oilfield services company acquired by Baker Hughes International in 2010, and The Western Company of North America, an oilfield service company acquired by and merged into BJ Services Company. He has a B.A. degree from Harvard University and an M.B.A. from the Harvard Graduate School of Business Administration and has been a director of Cameron since CAMERON INTERNATIONAL CORPORATION Proxy Statement 15

20 SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES Jon Erik Reinhardsen President and Chief Executive Officer of Petroleum Geo-Services ASA Director Since: 2009 Skills and Qualifi cations: Executive Leadership and Financial Oversight Energy/Oil Field Services Experience International Operations Current CEO Advanced Degree Corporate Governance Other Director Experience Current Directorships: Höegh LNG Holdings Ltd. Höegh Autoliners Holding AS AWilhelmsen Management AS Former Directorships Held During the Past 5 Years: None Committee Assignment Nominating and Governance Jon Erik Reinhardsen, age 56, brings to the Board a unique geographical and cultural perspective and he provides executivelevel knowledge of the oil and gas industry, the oilfield service sector, and experience with other global industries. He is President and Chief Executive Officer of Petroleum Geo-Services ASA (PGS), a company headquartered in Lysaker, Norway, that provides a broad range of products to help oil companies find oil and gas reserves offshore worldwide, including seismic and electromagnetic services, data acquisition, processing, reservoir analysis/interpretation and multi-client library data. He has been a Vice President of Alcoa Inc. and President of its Primary Products Global Growth, Energy and Bauxite businesses. He has also held various senior-level positions, including Group Executive Vice President, with Aker Kvaerner ASA, a provider of engineering and construction services, technology products and integrated solutions. Mr. Reinhardsen s expertise with large-scale projects for offshore drilling while with PGS and Aker Kvaerner, similar in scope and complexity to Cameron s, is extremely helpful in Cameron s evaluation and execution of its subsea systems projects. He serves on the boards of Höegh LNG Holdings Ltd., a provider of maritime LNG transportation and regasification services and publicly listed on the Oslo Stock Exchange, Höegh Autoliners Holding AS, a privately-owned Norwegian company and global provider of Ro/Ro vehicle transportation services which operates Pure Car and Truck Carriers (PCTCs) in global trade systems, and AWilhelmsen Management AS, a privately-owned investment company located in Oslo, Norway with holdings in shipping, retail, real estate, cruise vacations, and financial investments. He has a Masters of Science degree in Applied Mathematics/Geophysics from the University of Bergen, Norway and attended the International Executive Program at the International Institute for Management Development in Lausanne, Switzerland. 16 CAMERON INTERNATIONAL CORPORATION Proxy Statement